Common use of Investment Adviser Matters Clause in Contracts

Investment Adviser Matters. (a) A copy of Part 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) on file with the SEC as of the date of this Agreement (the “Form ADVs”), have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements of the Investment Advisers Act. (b) The Investment Adviser Subsidiary (i) is, and at all times since it commenced investment advisory activities has been, duly registered as an “investment adviser” under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings in each state where the conduct of its investment advisory activities requires such filings, except for any failure to be registered or to have made any filing would not be material, and (ii) is, and at all times has been, in material compliance with all Laws requiring any such registration or filing and is not subject to any material liability or disability by reason of the failure to be so registered or to have made such filings. (c) The Investment Adviser Subsidiary has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letter. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(c) of the Company Disclosure Letter have been made available to Parent in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary nor, to the knowledge of the Company, any other Person “associated” (as defined in Section 202(a)(17) of the Investment Advisers Act) with the Investment Adviser Subsidiary has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) or as an associated person of an investment adviser (excluding, in each case, (i) the Investment Adviser Subsidiary or such associated Person to the extent it or such Person has received exemptive relief from the SEC or the consent of the SEC to act as an investment adviser or a person associated with an investment adviser, in either case notwithstanding such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding such disqualification (if any) have been disclosed on the Form ADVs. (e) The Investment Adviser Subsidiary has duly made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects and the Investment Adviser Subsidiary has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business as currently conducted in all material respects. (f) The Company has made available to Parent a list of all material customer complaints which have been made from April 1, 2011 to the date hereof against the Investment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiary, and which are set forth in Section 4.23(f) of the Company Disclosure Letter. Except as set forth in Section 4.23(f) of the Company Disclosure Letter, as of the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledge, threatened. (g) Except as set forth on Section 4.23(g) of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract.

Investment Adviser Matters. (a) A copy Copies of Part the Uniform Application for Investment Adviser Registration on Form ADV, including Parts 1 and Part 2A 2, of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services Summit Financial Group, Inc. (the “Investment Adviser Subsidiary”) on file with the SEC and currently made available to Clients, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form ADVsADV”), have been made available delivered to ParentParent prior to the date of this Agreement. The To the Company’s knowledge, the Form ADVs comply ADV is in all material respects compliance with the applicable requirements of the Investment Advisers ActLaw. (b) The Investment Adviser Subsidiary (i) is, and at all times since it commenced investment advisory activities has been, duly registered registered, licensed or qualified (including through state notice filings) as an “investment adviser” under the Investment Advisers Act and and, to the Investment Adviser Subsidiary has made state notice filings Company’s knowledge, in each state jurisdiction where the conduct of its investment advisory activities the business requires such filingsregistration, except for any failure to be registered licensing or to have made any filing would not be materialqualification, and (ii) is, and at all times has been, in material compliance with all Laws requiring any such registration registration, licensing or filing qualification and is not subject to any material liability or disability by reason of the failure to be so registered registered, licensed or to have made such filingsqualified. (c) The Investment Adviser Subsidiary has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to detect and prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and To the Company’s knowledge, the Investment Adviser Subsidiary has been in compliance in all material violations of respects with such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letterethics. Complete and correct copies of each of the policies and procedures and code of ethics set forth on in Section 4.23(c4.24(c) of the Company Disclosure Letter have been made available delivered to Parent in the form in effect on the date of this Agreement. (d) Neither To the Company’s knowledge, neither the Investment Adviser Subsidiary nor, to the knowledge of the Company, nor any other Person “associated” (as defined in Section 202(a)(17) of under the Investment Advisers Act) with the Investment Adviser Subsidiary has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) or as an associated person of an investment adviser (excludingadviser, or subject to disqualification pursuant to Rule 206(4)-3, under the Investment Advisers Act, unless, in each case, (i) the Investment Adviser Subsidiary or such associated Person to the extent it or such Person person has received exemptive relief from the SEC or with respect to any such disqualification. To the consent of Company’s knowledge, neither the SEC Investment Adviser Subsidiary nor any “affiliated person” (as defined under the Investment Company Act) thereof has been subject to act disqualification as an investment adviser or a person associated with an subject to disqualification to serve in any other capacity contemplated by the Investment Company Act for any investment advisercompany under Sections 9(a) or 9(b) of the Investment Company Act, unless, in either case notwithstanding each case, such Person, as applicable, has received exemptive relief from the SEC with respect to any such disqualification. To the extent required, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding any such disqualification (if any) have been disclosed on the Form ADVsADV. (e) The To the Company’s knowledge, the Investment Adviser Subsidiary has duly timely made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects and the Investment Adviser Subsidiary has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business as currently conducted in all material respects. (f) The Company has made available to Parent a list of all material customer complaints which have been made from April September 1, 2011 2010 to the date hereof against the Investment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiaryits representatives, and which are set forth in Section 4.23(f4.24(f) of the Company Disclosure Letter. Except as set forth in Section 4.23(f4.24(f) of the Company Disclosure Letter, as of the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledge, threatened. (g) The Investment Adviser Subsidiary is in compliance in all material respects with all applicable regulatory requirements for the protection of Client funds and securities. (h) Except as set forth on in Section 4.23(g4.24(h) of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract.

Investment Adviser Matters. (a) A copy of Part 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) Except as set forth on file with the SEC as Section 5.18 of the date of this Agreement (the “Form ADVs”)EFC Disclosure Schedule, have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements neither EFC Inc. nor any of the Investment Advisers Act. (b) The Investment Adviser Subsidiary (i) other Existing EFC Entities is, and at all times since it commenced investment advisory activities has beenor is required to be, duly registered as an “investment adviser” adviser under the Investment Advisers Act and or the Investment Adviser Subsidiary has made state notice filings in each state where Laws of any other jurisdiction. Each officer or employee of any of the conduct of its investment advisory activities requires such filings, except for any failure to be registered or to have made any filing would not be material, and (ii) is, and at all times has been, in material compliance with all Laws requiring any such registration or filing and Existing EFC Entities who is not subject to any material liability or disability required by reason of the failure nature of his employment by any of the Existing EFC Entities to be so registered as an investment adviser representative with the SEC, the securities commission of any state or any self-regulatory body or other Governmental Entity, is duly registered or to have made appointed as such, and such filings. (c) The Investment Adviser Subsidiary has adopted written policies registration or appointment is in full force and procedures pursuant to Rule 206(4)-7 under effect. None of Edelman or the Investment Advisers Act that are reasonably designed to prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letter. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(c) of the Company Disclosure Letter have been made available to Parent in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary Existing EFC Entities nor, to the knowledge of the CompanyEdelman Parties, any other Person “associated” (as defined in Section 202(a)(17) of under the Investment Advisers Act) with any of the Investment Adviser Subsidiary Existing EFC Entities, has been subject to disqualification pursuant to convicted of any crime or is or has engaged in any conduct that would be a basis for denial, suspension or revocation of registration of an investment adviser under Section 203 203(e) of the Investment Advisers Act or would need to serve as an “investment adviser” (as defined under the Investment Advisers Actbe disclosed pursuant to Rule 206(4)-4(b) or as an associated person of an investment adviser (excludingthereunder, in each case, (i) the Investment Adviser Subsidiary or such associated Person and to the extent it or such Person has received exemptive relief from the SEC or the consent knowledge of the SEC Edelman Parties, there is no proceeding or investigation that is reasonably likely to act as an investment adviser or a person associated with an investment adviser, in either case notwithstanding become the basis for any such disqualification, denial, suspension or (ii) where the period revocation. EFC Inc. has a written policy regarding xxxxxxx xxxxxxx and a code of any disqualification has expired). The facts and circumstances surrounding such disqualification (if any) have been disclosed on the Form ADVs. (e) The Investment Adviser Subsidiary has duly made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date ethics which complies in all material respects and the Investment Adviser Subsidiary with applicable Laws, a copy of which has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it been delivered to conduct its business as currently conducted in all material respects. (f) The Company has made available to Parent a list of all material customer complaints which have been made from April 1, 2011 to the date hereof against the Investment Adviser Subsidiary, or any of the SMH. All employees of the Investment Adviser Subsidiary, Existing EFC Entities have acknowledged that they are bound by the provisions of such code of ethics and which are set forth in Section 4.23(f) xxxxxxx xxxxxxx policy. There have been no material violations or allegations of material violations of such code of ethics or xxxxxxx xxxxxxx policy during the Company Disclosure Letter. Except as set forth in Section 4.23(f) of the Company Disclosure Letter, as of twelve months preceding the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledge, threatenedhereof. (g) Except as set forth on Section 4.23(g) of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract.

Investment Adviser Matters. (a) A copy Copies of Part the Uniform Application for Investment Adviser Registration on Form ADV, including Parts 1 and Part 2A 2, of Form ADV of Investors Capital First Allied Advisory Services, Inc., First Allied Securities, Inc., First Allied Asset Management, Inc. and Legend Advisory Corporation d/b/a Investors Capital Advisory Services (each an “Adviser Subsidiary” and collectively, the “Investment Adviser SubsidiarySubsidiaries”) on file with the SEC or one or more states, as applicable, and currently made available to Clients, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form ADVs”), have been made available to ParentRCS Capital prior to the date of this Agreement. The Form ADVs comply are in compliance with Applicable Law in all material respects with respects. Other than the applicable requirements Adviser Subsidiaries, neither First Allied nor any of the its Subsidiaries are registered or unregistered Investment Advisers ActAdvisers. (b) The Investment Adviser Subsidiary (i) isSubsidiaries are, and at all times since it commenced investment advisory activities has have been, duly registered registered, licensed or qualified (including through state notice filings) as an “investment adviser” advisers under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings or other Applicable Law in each state jurisdiction where the conduct of its investment advisory activities the Business requires such filingsregistration, except for any failure to be registered licensing or to have made any filing would not be materialqualification, and (ii) isare, and at all times has have been, in material compliance with all Applicable Laws requiring any such registration registration, licensing or filing qualification and is are not subject to any material liability or disability by reason of the failure to be so registered registered, licensed or to have made such filingsqualified. (c) The Investment Adviser Subsidiary has Subsidiaries have adopted written policies and procedures pursuant to Rule 206(4)-7 under Sections 204(A) and 206(4) of the Investment Advisers Act and Rules 206(4)-7 and 2041 thereunder that are reasonably designed to detect and prevent violations of the Investment Advisers ActAct and the rules adopted thereunder to the extent required by Applicable Law. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and Subsidiaries have been in accordance compliance in all material respects with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letterprocedures. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(cSchedule 2.11(c) of the Company Disclosure Letter have been made available to Parent RCS Capital in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary nor, to the knowledge First Allied nor any of the Company, its Subsidiaries nor any other Person “associated” (as defined in Section 202(a)(17) of the Investment Advisers Act) with the Investment Adviser Subsidiary First Allied or any of its Subsidiaries has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) Adviser or as an associated person of an investment adviser (excludingInvestment Adviser, or subject to disqualification as a solicitor pursuant to Rule 206(4)-3, unless, in each case, First Allied (i) the Investment Adviser Subsidiary or such Subsidiary, as applicable) or associated Person to the extent it or such Person has received exemptive relief from the SEC with respect to any such disqualification. Neither First Allied nor any of its Subsidiaries nor any “affiliated person” (as defined under the Investment Company Act) thereof has been subject to disqualification as an Investment Adviser or subject to disqualification to serve in any other capacity contemplated by the consent Investment Company Act for any investment company under Sections 9(a) or 9(b) of the SEC to act as an investment adviser or a person associated with an investment adviserInvestment Company Act, unless, in either case notwithstanding each case, such Person, as applicable, has received exemptive relief from the SEC with respect to any such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding any such disqualification (if any) have been disclosed on the Form ADVs. (e) The Investment Adviser Subsidiary has duly made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects and the Investment Adviser Subsidiary has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business as currently conducted in all material respects. (f) The Company has made available to Parent a list of all material customer complaints which have been made from April 1, 2011 to the date hereof against the Investment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiary, and which are set forth in Section 4.23(f) of the Company Disclosure Letter. Except as set forth in Section 4.23(f) of the Company Disclosure Letter, as of the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledge, threatened. (g) Except as set forth on Section 4.23(g) of the Company Disclosure LetterSchedule 2.11(e), no Advisory Contract expressly requires the written consent of any Client for assignment of to satisfy the Assignment Requirements with respect to such Advisory ContractContracts.

Investment Adviser Matters. (a) A copy Except as described in Schedule 4.15(a), copies of Part the Uniform Application for Investment Adviser Registration on Form ADV, including Parts 1 and Part 2A 2 (to the extent required), of Form ADV each of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) Subsidiaries on file with the SEC or one or more states, as applicable, and currently made available to Clients, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form ADVs”), have been made available to ParentPurchaser prior to the date of this Agreement. The Form ADVs comply are in compliance with Applicable Law in all material respects respects. No Hatteras Group member other than the Adviser Subsidiaries is a registered or unregistered Investment Adviser. Except as described in Schedule 4.15(a), each Adviser Subsidiary has timely filed with the applicable requirements of SEC all reports and documents required by the Investment Advisers ActAct and related rules, including Form PF and all annual (and required other-than-annual) amendments to Form ADV. (b) The Investment Except as set forth in Schedule 4.15(b), the Adviser Subsidiary (i) isSubsidiaries are, and at all times since it commenced investment advisory activities has January 1, 2010 have been, duly registered registered, licensed or qualified (including through state notice filings) as an “investment adviser” advisers under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings or other Applicable Law in each state jurisdiction where the conduct of its investment advisory activities the Business requires such filingsregistration, except for any failure licensing or qualification or related to be registered or to have made any filing would not be materialgoverning such Adviser Subsidiary’s, and (ii) isare, and at all times has since January 1, 2010 have been, in material compliance with all Applicable Laws requiring any such registration registration, licensing or filing qualification and is are not subject to any material liability Liability or disability by reason of the failure to be so registered registered, licensed or to have made such filingsqualified. (c) The Investment Adviser Subsidiary has Subsidiaries have adopted written policies and procedures pursuant to Rule 206(4)-7 under Sections 204(A) and 206(4) of the Investment Advisers Act and Rules 206(4)-7 and 204A-1 thereunder that are reasonably designed to detect and prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has Act and the rules adopted a thereunder, as well as such other written code of ethics pursuant to policies and in accordance with Rule 204A-1 under procedures as required by the Investment Advisers ActAct (including a proxy voting policy) to the extent required by Applicable Law. Material exceptions to and Except as set forth in Schedule 4.15(c), the Adviser Subsidiaries have been in compliance in all material violations of respects with such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letterprocedures. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(cSchedule 4.15(c) of the Company Disclosure Letter have been made available delivered to Parent Purchaser in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary nor, to the knowledge of the Company, No Hatteras Group member nor any other Person “associated” (as defined in Section 202(a)(17) of the Investment Advisers Act) with the Investment Adviser Subsidiary any Hatteras Group member has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) Adviser or as an associated person of an investment adviser (excludingInvestment Adviser, or subject to disqualification as a solicitor pursuant to Rule 206(4)-3, unless, in each case, (i) the Investment Adviser Subsidiary such Hatteras Group member or such associated Person to the extent it or such Person has received exemptive relief from the SEC with respect to any such disqualification. No Hatteras Group member or any “affiliated person” (as defined under the consent Investment Company Act) thereof has been subject to disqualification as an Investment Adviser or subject to disqualification to serve in any other capacity contemplated by the Investment Company Act for any investment company under Sections 9(a) or 9(b) of the SEC to act as an investment adviser or a person associated with an investment adviserInvestment Company Act, unless, in either case notwithstanding each case, such Person, as applicable, has received exemptive relief from the SEC with respect to any such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding any such disqualification (if any) have been disclosed on the Form ADVs. (e) The Investment Adviser Subsidiary Except as set forth in Schedule 4.15(e), each member of the Hatteras Group has duly made or given all material filings, applications, notices traded and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or trades solely as agent on behalf of its business Clients and all such filings, applications, notices has not traded and amendments are accurate, complete and up-to-date does not trade in all material respects and the Investment Adviser Subsidiary has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business any circumstances as currently conducted in all material respectsprincipal. (f) The Company Each Adviser Subsidiary has made available adopted policies and procedures reasonably designed to Parent a list of all material customer complaints which have been made from April 1, 2011 to the date hereof against the Investment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiaryensure compliance with Rule 206(4)-5, and which are set forth in Section 4.23(f) of the Company Disclosure Letter. Except except as set forth in Section 4.23(f) Schedule 4.15(f), no contributions have been made to an official of a government entity by any covered associate of any member of the Company Disclosure LetterHatteras Group, in each case as of the date of this Agreement, no material customer complaints such terms are pending, nor to the Company’s knowledge, threateneddefined in Rule 206(4)-5. (g) Except as set forth on Section 4.23(g) of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract.

Investment Adviser Matters. (a) A copy Each Adviser has adopted and implemented, and the Chief Compliance Officer of Part 1 such entity has annually since January 1, 2019, reviewed the adequacy of, written policies and Part 2A procedures reasonably designed to prevent violation by the Company, its Subsidiaries and their personnel of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) on file with the SEC as of the date of this Agreement (the “Form ADVs”), have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements Section 204A of the Investment Advisers Act of 1940, as amended, and the rules thereunder (the “Advisers Act”). All employees of the Advisers have executed acknowledgments that they are bound by the provisions of the Advisers’ Code of Ethics, which requires such employees to comply with applicable federal securities laws. Each Adviser has made available to Parent each annual report since January 1, 2019, of the Company’s Chief Compliance Officer. (b) The Investment Each Adviser Subsidiary (i) is, and at all times since it commenced investment advisory activities January 1, 2019 has been, duly registered as an “investment adviser” adviser under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings is duly registered, licensed and qualified as an investment adviser in each state all jurisdictions where the such registration, licensing or qualification is required in order to conduct of its investment advisory activities requires such filingsbusiness, except for any failure to be registered or to have made any filing as would not be materialmaterial to the Company. No Adviser has received any written notice that the Adviser’s registration, and (ii) licensing or qualification as an investment adviser is, and at all times has beenis to be, in material compliance with all Laws requiring any such registration or filing and is not subject to any material liability will be restricted or disability by reason of the failure to be so registered or to have made such filingsterminated. (c) The Investment Adviser Subsidiary Company has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to prevent violations of the Investment Advisers Act. The Investment Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letter. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(c) of the Company Disclosure Letter have been made available to Parent true and complete copies of each Adviser’s most recent Form ADV, as amended to date. The information contained in such Forms ADV was true and complete in all material respects at the time of filing and each Adviser has made all amendments to such forms as it is required to make under applicable Laws. The Advisers’ investment adviser representatives (as such term is defined in Rule 203A-3(a) under the Advisers Act) have all Permits required from foreign, federal, state or local authorities in order for them to conduct the business presently conducted by the Advisers and such representatives in the form manner presently conducted, except where failure to have such permits would not, individually or in effect on the date of this Agreementaggregate, have a Material Adverse Effect. (d) Neither Each Adviser has timely filed all material registrations, declarations, reports, notices, forms and other documents required to be filed under applicable Laws with the Investment Adviser Subsidiary norSEC or any other Governmental Entity, and all amendments or supplements to any of the foregoing. (e) None of the Advisers or, to the knowledge of the Company, any other Person “associated” (as defined in Section 202(a)(17) of under both the Investment Company Act and the Advisers Act) with the Investment Adviser Subsidiary any Adviser, has been subject to disqualification pursuant to convicted of any crime or is or has engaged in any conduct that would be a basis for: (i) denial, suspension or revocation of registration of an investment adviser under Section 203 203(e) of the Investment Advisers Act or Rule 206(4)-4(b) thereunder, or ineligibility to serve as an “investment adviser” (as defined under the Investment Advisers Act) or as an associated person of an investment adviser; (ii) being ineligible to serve as an investment adviser (excludingor in any other capacity contemplated by the Investment Company Act) to a registered investment company pursuant to Section 9(a) or 9(b) of the Investment Company Act; or (iii) being ineligible to serve as a broker-dealer or an associated person of a broker-dealer pursuant to Section 15(b) of the Exchange Act. (f) None of the Advisers is subject to any material limitation imposed in connection with any of their Permits. To the extent required, each Adviser has duly and timely filed all notices and other documentation required to permit the Adviser to rely on exclusions or exemptions under the Commodity Exchange Act, the regulations thereunder, or the rules of the National Futures Association. No Person other than a full-time employee of the Company or its applicable Subsidiary renders Investment Advisory Services to Clients of any of the Advisers on behalf of the Company or its Subsidiaries or solicits Clients with respect to the provision of Investment Advisory Services by any Adviser. (g) With respect to each Client that is: (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, or a plan subject to Section 4975 of the Code; or (ii) an entity deemed to hold the “plan assets” of either of the foregoing (within the meaning of the U.S. Department of Labor regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA) (each of (i) and (ii) referred to as an “ERISA Client”), the Company and its Subsidiaries, in the performance of such Investment Advisory Services, are in compliance in all material respects with the applicable requirements of ERISA and the Code. Neither the Company nor any of its Subsidiaries has, in the provision of Investment Advisory Services, engaged in or caused an ERISA Client or state pension plan to engage in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any other prohibited transaction under any applicable state pension Law. (h) Except as otherwise disclosed in an Adviser’s Form ADV, none of the Advisers or any of their directors, officers, or employees has been the subject of any investigation, disciplinary proceedings or orders of any Governmental Entity arising under applicable Laws that would be required to be disclosed in the Adviser’s Form ADV. None of the Adviser’s directors, officers, employees has been permanently enjoined by the order of any Governmental Entity from engaging in or continuing any conduct or practice in connection with any activity or in connection with the purchase or sale of any security. (i) None of the Advisers, or to the Company’s knowledge any of its employees, officers or directors, has directly or indirectly made or attempted to make any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, private or public, regardless of form, whether in money, property, or services, (A) to obtain favorable treatment for business or contracts secured, (B) to pay for favorable treatment for business or contracts secured, (C) to obtain special concessions or for special concessions already obtained, in each case, (i) the Investment Adviser Subsidiary or such associated Person to the extent it or such Person has received exemptive relief from the SEC or the consent of the SEC to act as an investment adviser or a person associated with an investment adviser, in either case notwithstanding such disqualification, or (ii) where the period violation of any disqualification has expiredrequirement of any applicable U.S. or non-U.S. anti-corruption or anti-bribery laws (“Anti-Corruption Laws”). The facts Each Adviser has established internal controls and circumstances surrounding procedures designed to ensure compliance with Anti-Corruption Laws and has made available all of such disqualification (if any) have been disclosed on the Form ADVsdocumentation to Parent. (ej) The Investment Each Adviser Subsidiary has duly made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date complied in all material respects with the International Money Laundering Abatement and Anti-Terrorism Financing Act of 2001, which comprises Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 and the Investment Adviser Subsidiary has received regulations promulgated thereunder, and the rules and regulations administered by the United States Department of Treasury’s Office of Foreign Assets Control (“OFAC”), in each case to the extent such Laws are applicable to them. (k) To the extent required by applicable Law, each of the Advisers have adopted written anti-money laundering programs and written customer identification programs (including with respect to investors), in each case that complies in all material consentsrespects with applicable Law, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it a true and correct copy of which has been made available to conduct its business as currently conducted Parent. Each Adviser has complied with the terms of such written programs in all material respects. (fl) None of the Advisers, or any employee acting on behalf of any of the foregoing, (i) is currently the subject or the target of any economic sanctions or embargo administered by OFAC or the U.S. Department of State, the United Nations, the European Union or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), (ii) is located, organized or resident in a country, territory or geographical region that is itself the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) or whose government is the subject or target of Sanctions, (iii) is named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the Specially Designated Nationals and Blocked Persons List maintained by OFAC, (iv) is, otherwise, by public designation of the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other equivalent, applicable Governmental Entity, or subject or target of any Sanctions, (v) is owned or controlled by Persons described in clauses (i) through (iv) or is otherwise the subject of Sanctions, or (vi) conducts any business in any country or territory that is the subject of Sanctions, other than in compliance with Sanctions laws and regulations. No Action by or before any Governmental Entity with respect to any such Sanctions is pending or threatened. (m) The Company has made available to Parent a list true and complete copy of all material customer complaints which each Adviser’s compliance policies and procedures (“Compliance Manual”). Each Adviser’s Compliance Manual is reasonably designed to prevent violations of the Advisers Act, as required by Rule 206(4)-7 under the Advisers Act. Except as disclosed in any compliance reports issued by the Chief Compliance Officer, there have been no material violations or allegations of material violations of each Adviser’s Compliance Manual. (n) Neither the Advisers, the Company, nor any “covered associate” thereof has made from April 1, 2011 a “contribution” or “coordinated” or “solicited” a “contribution” to the date hereof against the Investment Adviser Subsidiary, or any an “official” of the employees a “government entity” (as such terms are defined in Rule 206(4)-5 of the Investment Advisers Act) that would disqualify or otherwise prevent an Adviser Subsidiary, and which are set forth in Section 4.23(f) from providing investment advisory services for compensation to such government entity (pursuant to Rule 206(4)-5 of the Company Disclosure Letter. Except as set forth in Section 4.23(f) of the Company Disclosure Letter, as of the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledge, threatenedInvestment Advisers Act). (g) Except as set forth on Section 4.23(g) of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract.

Investment Adviser Matters. (a) A copy Copies of Part JPTCCM’s Uniform Application for Investment Adviser Registration on Form ADV, including Parts 1 and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”) 2, on file with the SEC SEC, and currently made available to Clients, reflecting all amendments thereof that are in effect as of the date of this Agreement (the “Form ADVs”), have been delivered or made available to ParentBuyer prior to the date of this Agreement. The Form ADVs comply are in all material respects compliance with the applicable requirements of the Investment Advisers ActLaw. (b) The Investment Adviser Subsidiary (i) JPTCCM is, and has been at all times since that it commenced investment advisory activities has beenbeen required for the conduct of the Business, duly registered registered, licensed or qualified (including through state notice filings) as an “investment adviser” under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings in each state jurisdiction where the conduct of its investment advisory activities the Business requires such filingsregistration, except for any failure to be registered licensing or to have made any filing would not be materialqualification, and (ii) is, and at all times has been, in material compliance with all Laws requiring any such registration registration, licensing or filing qualification and is not subject to any material liability or disability by reason of the failure to be so registered registered, licensed or to have made such filingsqualified. (c) The Investment Adviser Subsidiary JPTCCM has adopted written policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed to detect and prevent violations of the Investment Advisers ActAct and the rules and regulations adopted thereunder. The Investment Adviser Subsidiary JPTCCM has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 under the Investment Advisers Act. Material exceptions to and JPTCCM has been in compliance in all material violations of respects with such policies and procedures and code of ethics occurring since April 1, 2011 are set forth on Section 4.23(c) of the Company Disclosure Letterethics. Complete and correct copies of each of the policies and procedures and code of ethics set forth on Section 4.23(cSchedule 3.25(c) of the Company Disclosure Letter have been delivered or made available to Parent Buyer in the form in effect on the date of this Agreement. (d) Neither the Investment Adviser Subsidiary JPTCCM nor, to the knowledge Knowledge of the CompanySellers, any other Person “associated” (as defined in Section 202(a)(17) of under the Investment Advisers Act) with the Investment Adviser Subsidiary JPTCCM has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an “investment adviser” (as defined under the Investment Advisers Act) or as an associated person of an investment adviser (excludingadviser, or subject to disqualification pursuant to Rule 206(4)-3, under the Investment Advisers Act, unless, in each case, (i) the Investment Adviser Subsidiary JPTCCM or such associated Person to the extent it or such Person person has received exemptive relief from the SEC or with respect to any such disqualification. Neither JPTCCM nor, to the consent Knowledge of Sellers, any “affiliated person” (as defined under the SEC Investment Company Act) thereof has been subject to act disqualification as an investment adviser or a person associated with an subject to disqualification to serve in any other capacity contemplated by the Investment Company Act for any investment advisercompany under Sections 9(a) or 9(b) of the Investment Company Act, unless, in either case notwithstanding each case, such Person, as applicable, has received exemptive relief from the SEC with respect to any such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding any such disqualification (if any) have been disclosed on the Form ADVs. (e) The Investment Adviser Subsidiary Except as set forth on Schedule 3.25(e), no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contract. (f) Copies of all examination reports provided to the Companies or Sellers by any Governmental Authority relating to JPTCCM for the last three years have been made available to Buyers. (g) JPTCCM has duly timely made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates JPTCCM or the Investment Adviser Subsidiary or its business Business, and all such filings, applications, notices and amendments are accurate, complete and up-to-up to date in all material respects respects, and the Investment Adviser Subsidiary JPTCCM has received all material consentsConsents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business as currently conducted the Business in all material respects. (fh) The Company has Companies have made available to Parent Buyer a list of all material customer complaints which have been made from April 1since December 31, 2011 to the date hereof 2009 against the Investment Adviser Subsidiary, JPTCCM or any of the employees of the Investment Adviser Subsidiaryits representatives, and which are set forth in Section 4.23(f) of the Company Disclosure Letteron Schedule 3.25(h). Except as set forth in Section 4.23(f) of the Company Disclosure Letteron Schedule 3.25(h), as of the date of this Agreement, no material customer complaints are pending, nor to the Company’s knowledgeKnowledge of Sellers, threatened. (gi) Except as set forth on Section 4.23(g) JPTCCM is in compliance in all material respects with all applicable regulatory requirements for the protection of the Company Disclosure Letter, no Advisory Contract expressly requires the written consent of any Client for assignment of such Advisory Contractfunds and securities.

Investment Adviser Matters. (a) A copy of Part 1 The Seller has adopted (and Part 2A of Form ADV of Investors Capital Corporation d/b/a Investors Capital Advisory Services (the “Investment Adviser Subsidiary”since January 1, 2019 has maintained at all times required by applicable Law) on file with the SEC as of the date of this Agreement (the “Form ADVs”), have been made available to Parent. The Form ADVs comply in all material respects with the applicable requirements of the Investment Advisers Act. (b) The Investment Adviser Subsidiary (i) isa written code of ethics, and at all times since it commenced investment advisory activities has been, duly registered as an “investment adviser” required by Rule 204A-1 under the Investment Advisers Act and the Investment Adviser Subsidiary has made state notice filings in each state where the conduct of its investment advisory activities requires such filingsAct, except for any failure to be registered or to have made any filing would not be material, and (ii) isa written policy regarding xxxxxxx xxxxxxx and the protection of material non-public information, (iii) policies and at all times has beenprocedures with respect to the protection of non-public personal information about customers, in material clients and other third parties designed to assure compliance with applicable Law, (iv) a proxy voting policy as required by Rule 206(4)-6 under the Advisers Act, (v) anti-money laundering and customer identification programs in compliance with applicable Law, (vi) policies and procedures with respect to business continuity plans in the event of business disruptions, (vii) cybersecurity policies and procedures, (viii) policies and procedures for the allocation of investments purchased for its clients, (ix) policies and procedures with respect to custody of client assets and (x) all Laws requiring any such registration or filing and is not subject to any material liability or disability by reason of the failure to be so registered or to have made such filings. (c) The Investment Adviser Subsidiary has adopted written other policies and procedures pursuant to Rule 206(4)-7 under the Investment Advisers Act that are reasonably designed (all of the foregoing policies and procedures being referred to prevent collectively as “Adviser Compliance Policies”), and has designated and approved a chief compliance officer. The Seller has made available to the Buyer prior to the date hereof each annual report of the Seller’s chief compliance officer required by Rule 206(4)-7 under the Advisers Act since January 1, 2019. There have been no material violations or allegations of material violations of the Investment Advisers ActAdviser Compliance Policies. The Investment True and correct copies of the Adviser Subsidiary has adopted a written code of ethics pursuant to and in accordance with Rule 204A-1 Compliance Policies (including any reports or filings under the Investment Advisers Act. Material exceptions to and material violations of such policies and procedures and code of ethics occurring since April January 1, 2011 are set forth on Section 4.23(c) 2019 relating to compliance by the Seller and all directors, officers, and/or employees of the Company Disclosure LetterSeller subject thereto) have been delivered to the Buyer prior to the date hereof. Complete and correct copies of each To the Knowledge of the policies Seller, the Seller is and procedures and code of ethics set forth on Section 4.23(c) of has been at all times since January 1, 2019 in compliance in all material respects with the Company Disclosure Letter have been made available to Parent in Adviser Compliance Policies. During the form in effect on period from November 4, 2022 through the date of this Agreement, the Seller has not distributed any “advertisement” (as such term is defined in amended Rule 206(4)-1 under the Advisers Act (the “Marketing Rule”)) to any Person, including any placement agent or any investor or prospective investor in any Newbury Fund. (db) Neither the Investment Adviser Subsidiary nor, to the knowledge of the Company, Seller nor any other Person “associatedperson associated with” (as defined in the Advisers Act) it is ineligible pursuant to Section 202(a)(17203(e) or 203(f) of the Investment Advisers Act) with the Investment Adviser Subsidiary has been subject to disqualification pursuant to Section 203 of the Investment Advisers Act to serve as an investment adviser or as a “person associated with” an investment adviser. There is no Proceeding pending or, to the Knowledge of the Seller, threatened by any Governmental Authority that, if determined in favor of such Governmental Authority, would result in the ineligibility of the Seller or any such “person associated with” it under Section 203(e) or 203(f) of the Advisers Act. No employee and other personnel of the Seller is a person described in Rule 506(d)(1) promulgated under the Securities Act. Neither the Seller nor any of its officers, directors, employees or “supervised persons” (as defined under in the Investment Advisers Act) or as an associated person are subject to a disqualifying event described under Rule 506(d) of an investment adviser (excludingRegulation D of the Securities Act, in each caseand, (i) the Investment Adviser Subsidiary or such associated Person to the extent it Knowledge of the Seller, there is no pending action against any such person that would result in any of the disqualifying events described under Rule 506(d) of Regulation D of the Securities Act. (c) The Seller has in effect written policies and procedures reasonably designed to ensure its compliance with Rules 206(4)-7 and 206(4)-5 under the Advisers Act and applicable SEC guidance related thereto. Since January 1, 2019, neither the Seller nor any director, trustee, partner or member, officer or employee of the Seller nor any of its “covered associates” (as defined in Rule 206(4)-5 under the Advisers Act), nor, to the Knowledge of the Seller, any immediate family member of such Person “covered associate,” has received exemptive relief from violated such policies and procedures or has used any funds for or made any campaign or political contributions (whether directly or indirectly, and whether monetary, in-kind, or in any other form) in violation of Rule 206(4)-5 of the SEC Advisers Act or the consent Seller being precluded from providing investment advisory services for compensation to any Investor that is a government entity as defined in Rule 206(4)-5. (d) The Seller has been in compliance with Rule 206(4)-2 under the Advisers Act and any other applicable Law with respect to the custody of the SEC to act as an investment adviser or a person associated with an investment adviserclient funds since January 1, in either case notwithstanding such disqualification, or (ii) where the period of any disqualification has expired). The facts and circumstances surrounding such disqualification (if any) have been disclosed on the Form ADVs2019. (e) The Investment Adviser Subsidiary has duly made or given all material filings, applications, notices and amendments with or to each Governmental Authority that regulates the Investment Adviser Subsidiary or its business and all such filings, applications, notices and amendments are accurate, complete and up-to-date in all material respects and the Investment Adviser Subsidiary has received all material consents, orders, authorizations, permissions, registrations, licenses, approvals, qualifications, designations and declarations necessary in order for it to conduct its business as currently conducted in all material respects. (f) The Company Seller has made available to Parent the Buyer a list of all material customer complaints which have been made from April 1, 2011 to the date hereof against the Investment Adviser Subsidiary, or any of the employees of the Investment Adviser Subsidiary, and which are set forth in Section 4.23(f) of the Company Disclosure Letter. Except as set forth in Section 4.23(f) of the Company Disclosure Letter, copy (current as of the date of this Agreement) of the Seller’s Form ADV Parts 1, no 2A and 2B, Form PF and any other Regulatory Filings as filed with the SEC or any other Governmental Authority or delivered to any Newbury Fund (or its Investors), as applicable, since January 1, 2019. As of the date of each filing, amendment or delivery, as applicable, each such Regulatory Filing was timely filed and, at the time it was filed, and during the period of its authorized use, complied in all material customer complaints are pendingrespects with applicable Law, nor was accurate and correct in all material respects, and did not omit to state a fact necessary to make the Company’s knowledgestatements therein not misleading in light of the circumstances under which they were made. (f) The Seller exclusively owns or otherwise has an exclusive, threatenedirrevocable and legally enforceable right, on a royalty-free basis, to perpetually use all performance track records of the Seller and Newbury Funds or composites of performance track records of multiple Newbury Funds, including all data and other information underlying and supporting such records (collectively, “Performance Records”). (g) Except Since January 1, 2019, to the Knowledge of the Seller, all Performance Records and private placement memoranda or other materials containing Performance Records provided, presented or made available by the Seller to any actual or potential Investor in any Newbury Fund or otherwise in connection with the Business (i) have complied with applicable Law in all material respects and (ii) did not, at the time they were so provided, presented or made available and during the period of their authorized use, contain any untrue statement of a material fact or, solely with respect to any private placement memoranda containing Performance Records, omit to state a material fact required to be stated in them or necessary to make the statements in them, in light of the circumstances under which they were made, not misleading. The Seller maintains all documentation necessary to form a basis for, demonstrate or recreate the calculation of the performance or rate of return of all accounts that are included in the Performance Records as set forth on Section 4.23(grequired by applicable Law. (h) To the Knowledge of the Seller, (i) each director, officer, employee and other Person subject to the supervision of the Seller in respect of the Business is appropriately licensed, registered or qualified to perform such Person’s duties as and to the extent required by any Governmental Authority and (ii) there is no Proceeding pending or, to the Knowledge of the Seller, threatened by any Governmental Authority, which could result in the ineligibility or disqualification of any director, officer, employee, or other Person subject to the supervision of the Seller, any “affiliated person” (as defined in the Investment Company Act) of the Company Disclosure LetterSeller or its Affiliates to serve in any such capacities. No Newbury Fund is advised by any Person serving in the capacity of primary adviser, sub-adviser or any other advisory role to such Newbury Fund other than the Seller. (i) The Seller has made available to the Buyer a true, correct and complete list of all written client complaints received by the Seller reportable to the SEC under applicable Law which have been made in the last three (3) years against the Seller. No Investor has, in the past five (5) years, (i) provided a written notice of redemption or terminated or to the Knowledge of the Seller placed any of its accounts under review, (ii) to the Knowledge of the Seller, initiated a search for a replacement investment adviser, or (iii) indicated in writing to any officer of the Seller of its intention to do any of the foregoing or otherwise terminate any account with the Seller. To the Knowledge of the Seller, no Advisory Contract expressly requires material disagreement exists between the written consent Seller and any Investor. (j) There are no outstanding SEC Orders on or with regard to any Newbury Fund or unresolved SEC comments with respect to any examination of any Client for assignment of such Advisory ContractNewbury Fund.